FINLAND Law and Practice Contributed by: Jon Hautamäki, Max Atallah and Mikael Huhtala, Nordic Law
• governance and organisational structure; • fitness and propriety of management and qualifying shareholders; • own funds and capital adequacy; • custody and safekeeping arrangements for client assets; • AML and CFT policies and procedures; • ICT and operational resilience frameworks meeting DORA requirements; and • complaints-handling procedures covering all lan- guages used in marketing across the EEA. In terms of application content, the FIN-FSA requires detailed documentation covering at minimum: • the applicant’s corporate structure and ownership; • the planned business operations and specific ser- vices to be provided; • the fitness and propriety of shareholders, manage- ment and board members; • functional and technical specifications of the ser- vices; • client asset protection arrangements and internal procedures; • marketing measures; • operational and business risks; • IT and technical aspects of the services; and • AML/KYC frameworks and related risk manage- ment policies. Capital requirements under MiCA vary by service type. The minimum own funds requirement is: • EUR50,000 for CASPs providing advice, portfo- lio management, reception and transmission of orders, execution of orders or placing of crypto- assets; • EUR125,000 for custody and administration, exchange for funds and exchange for other crypto- assets; and • EUR150,000 for operation of a trading platform. EMT issuers must hold initial capital of the higher of EUR350,000 or 2% of average reserve assets, and ART issuers must maintain own funds of at least the highest of EUR350,000, 2% of average reserve assets or a quarter of fixed overheads of the preceding year.
Applicants must have a registered office in Finland and conduct at least part of their crypto-asset services from that establishment. From a substance perspec- tive, applicants must demonstrate genuine operation- al presence and governance in Finland rather than a purely administrative establishment. Key personnel responsible for management and control must meet fitness and propriety requirements, and the firm must maintain adequate internal controls, risk management frameworks and compliance functions proportionate to the nature and scale of its activities. The FIN-FSA is known for its constructive engagement with applicants throughout the process, openly shar- ing legislative interpretations and providing acces- sible guidance on regulatory requirements. Finland’s transparent and predictable regulatory culture typical- ly ensures a relatively smooth authorisation process compared to many other EU jurisdictions. 3.3 Change of Control All change of control situations involving a Finnish- authorised CASP or EMI must be notified to the FIN- FSA in advance, allowing it to assess the proposed new owners before the transaction completes. The FIN-FSA has the power to prohibit a proposed acqui- sition where it could jeopardise the sound and prudent management of the target entity, based on justified grounds to suspect any of the following: • the reputation or financial position of the acquiring entity; • the reliability or suitability of the target’s manage- ment or compliance with other licensing require- ments as a result of the acquisition; • the solvency, supervision or conditions for informa- tion exchange with authorities; or • the involvement of the acquisition in money laun- dering or terrorist financing. Owners and qualifying shareholders of CASPs must always be of sufficiently good repute and must not have been convicted of offences related to money laundering, terrorist financing or other matters affect- ing their good repute. These requirements apply on an ongoing basis and are not limited to the initial authori- sation.
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